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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
Commission File Number: 000-26756
NOTIFICATION OF LATE FILING
(Check One): [ X ] Form 10-K [ ] Form 11-K [ ] Form 20-F [ ] Form 10-Q
[ ] Form N-SAR
For Period Ended: March 31, 1997 ___________________________________________
[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
For the Transition Period Ended:__________________________________________
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates:
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PART I
REGISTRANT INFORMATION
Full name of registrant: GEOGRAPHICS, INC.
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Former name if applicable:
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Address of principal executive office: 1555 ODELL ROAD, P.O. BOX 1750
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City, State and Zip Code: BLAINE, WASHINGTON 98231
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PART II
RULE 12b-25 (b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check appropriate box.)
[X] (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual report, transition report on
Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof, will be filed on
or before the 15th calendar day following the prescribed due date; or the
subject quarterly report or transition report on Form 10-Q, or portion
thereof, will be filed on or before the fifth calendar day following the
prescribed due date; and
[ ] (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
Page 1 of 3 pages
No Exhibits
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PART III
NARRATIVE
State below in reasonable detail the reasons why Form 10-K,11-K, 20-F,
10-Q, N-SAR or the transition report portion thereof could not be filed within
the prescribed time period. (Attach extra sheets if needed.)
The Company has not yet completed the preparation of its financial
statements for the fiscal year ended March 31, 1997 for the following reasons:
1. The Company has determined that certain accounting procedures and
historical estimates used during fiscal 1997 resulted in an overstatement of
gross margin and inventories on an interim basis. Although the precise
allocations by quarter have not been determined, it may be necessary to issue
restated financial statements for two or more previously reported quarters to
reflect lower gross margin and inventories and lower net income than previously
reported. The Company expects that the cumulative effect of any such
restatements would be a reduction in both inventories and gross margin in the
range of $4.5 to $5.5 million.
2. The overstatement was discovered by management in connection with
preparation of financial results for the fiscal year ended March 31, 1997 and
has required the Company to devote substantially all of its financial staff
resources to intensive analyses of the reasons for the overstatement,
recalculations of gross margin and inventories for various interim periods
during fiscal 1997 and the impact of the overstatement on results for such
periods and for the full fiscal year. As a result, it was not possible for
management to complete the Company's annual report for fiscal 1997 within the
prescribed time period.
3. In addition, due to the overstatement, the Company's independent
auditors determined that expanded accounting procedures, recalculations and
analyses would be required in connection with their audit of the fiscal year
ended March 31, 1997. The Company has not yet been able to complete all
requested analyses and, accordingly, the Company's auditors have not yet
completed their audit for fiscal 1997.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
BRUCE CLAWSON (800) 426-5923
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(Name) (Area code) (Telephone number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
[ X ] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
[ X ] Yes [ ] No
The Company expects to report a net loss for the year ended March 31, 1997 of at
least $6.5 million, compared with net income of $1.2 million for the year ended
March 31, 1996. Without regard to additional reserves for potentially obsolete
inventory, the Company expects to report gross margin in the range of $4.5
million to $5.5 million for the year ended March 31, 1997, down from $8.4
million for the year ended March 31, 1996. Actual results for the year are
subject to further management review and determination of the need for and
amount of
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potential adjustments and reserves. The resolution of these issues is
expected to have a material impact on reported results.
Geographics, Inc. has caused this notification to be signed on its behalf
by the undersigned thereunto duly authorized.
Date: June 27, 1997 By: /s/ BRUCE CLAWSON
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Bruce Clawson, Vice President of Finance
